Exhibit 10(cc)
DPL INC.
STOCK OPTION PLAN
Management Stock Option
Agreement
This Agreement is made as of January
1, 2001 (the “Grant Date”), by and between DPL Inc., an
Ohio corporation (the “Company”) and Arthur Meyer (the
“Participant”).
WHEREAS, the Committee, pursuant to
the Company’s Stock Option Plan (the “Plan”), has
made an award to the Participant and authorized and directed the
execution and delivery of this Agreement;
NOW, THEREFORE, in consideration of
the foregoing, the mutual promises hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Participant
hereby agree as follows:
1.
Award. The Participant is hereby granted a stock
option (an “Option”) to purchase from the Company up to
a total of 50,000 Common Shares of the Company at $29 5
/ 8 per share (the “Exercise Price”).
The term of such Option shall be ten years, commencing on the
Grant Date (the “Term”). This Option is not
intended to qualify as an incentive stock option under Code Section
422.
2.
Vesting and Exercise.
The Option may be exercised only in
accordance with the Plan, as supplemented by this Agreement, and
not otherwise.
a.
Vesting. During its Term and prior to its earlier
termination in accordance with Section 3 of this Agreement, and
subject to Section 4 of this Agreement, the Option shall vest in
accordance with the following schedule:
b.
Exercise. The vested portion of the Option shall become
exercisable on January 1, 2006. The Option may be exercised for
less than the full number of Shares for which the Option is then
exercisable. To the extent then exercisable, the Option may be
exercised by the Participant by giving written notice of exercise
to the Company in such form as may be provided by the
Committee,
specifying the number of Shares with
respect to which the Option is to be exercised and such other
information as the Committee may require. Such exercise shall be
effective upon receipt by the Company of such written notice
together with the required payment of the Exercise Price and any
applicable withholding taxes.
c.
Payment of Exercise
Price. Payment of
the Exercise Price may be made by cash, check (subject to
collection) or, provided that the Shares have been owned by the
Participant for at least six months prior to such payment, by the
delivery (or attestation of ownership) of Shares having a Fair
Market Value equal to the aggregate Exercise Price and any
applicable withholding taxes. Alternatively, the Participant
may make such payment by authorizing the simultaneous sale of
Shares (or a sufficient portion thereof) acquired upon exercise
through a brokerage or similar arrangement approved in advance by
the Committee. Subject to the foregoing and except as
otherwise provided by the Committee before the Option is exercised,
the Company will deliver to the Participant, within a reasonable
period of time thereafter, a certificate or certificates
representing the Shares so acquired, registered in the name of the
Participant or in accordance with other delivery instructions
provided by the Participant and acceptable to the
Committee.
3.
Termination.
Except as otherwise provided in this
Section 3, the Option shall terminate upon the expiration of its
Term.
a.
If the Participant’s
employment or other service terminates for Cause, the Option,
whether or not vested, shall be forfeited.
b.
If the Participant’s
employment or other service terminates for any reason other than
for Cause, the Participant shall be entitled to the then vested
portion of the Option and the unvested portion shall be
forfeited.
c.
In no event may the Option be
exercised beyond its Term.
4.
Change of Control.
Notwithstanding the provisions of
Sections 2(a) and 2(b) hereof, in the event of a Change of Control,
the Option shall immediately vest and become exercisable in its
entirety, provided that the Participant’s employment or other
service has not termin
